<PAGE> 1
As filed with the Securities and Exchange Commission on March 3, 2000
Registration No. 333-
-----
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Mercer International Inc.
-------------------------
(Exact name of Registrant as specified in its charter)
Washington 91-6087550
---------- ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Burglistrasse 6, Zurich, Switzerland CH 8002
------------------------------------ -------
(Address of Principal Executive Offices) (Zip Code)
Amended and Restated 1992 Non-Qualified Stock Option Plan
---------------------------------------------------------
(Full title of the plan)
David R. Wilson
Heller Ehrman White & McAuliffe
6100 Columbia Center
701 Fifth Avenue
Seattle, Washington 98104-7098
------------------------------
(Name and address of agent for service)
(206) 447-0900
--------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================
Proposed
maximum Proposed
Title of offering price maximum Amount
securities Amount to be per aggregate registration
to be registered registered<F1> share<F2> offering price<F2> fee<F2>
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common shares of
beneficial
interest, 1,600,000 shares $6.375 $10,200,000 $2,692.80
$1.00 par value
===============================================================================
<FN>
<F1>
Excludes an aggregate of 2,000,000 common shares of beneficial interest, $1.00
par value ("Common Stock") of the Registrant previously registered under the
Registrant's Amended and Restated 1992 Non-Qualified Stock Option Plan
(the "Plan") on Form S-8 (Registration Nos. 333-38317 and 33-90026).
<F2>
Pursuant to Rule 457(h) of the Securities Act of 1933, the proposed
maximum offering price per share, the proposed maximum aggregate offering
price and the amount of registration fee have been calculated on the basis
of the average exercise price of outstanding options. As of February 29,
2000, options had been granted to purchase all of the 1,600,000 shares
of Common Stock set forth in the table above pursuant to the Plan, with
an average exercise price of $6.375 per share of Common Stock.
</FN>
</TABLE>
===============================================================================
<PAGE> 2
The contents of the Registration Statement on Form S-8 of the Registrant
(Registration No. 333-38317) filed October 21, 1997 and the Registration
Statement on Form S-8 of the Registrant (Registration No. 33-90026) filed
March 3, 1995 are hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit Number Exhibit
- -------------- -------
4.1 Amended and Restated 1992 Non-Qualified Stock Option
Plan, as amended to date
5.1 Opinion of Heller Ehrman White & McAuliffe (including
consent)
23.1 Consent of Peterson Sullivan P.L.L.C.
24.1 Power of Attorney (included on the signature page of
this Registration Statement)
Page 2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Zurich, Switzerland, on the 2nd
day of March, 2000.
MERCER INTERNATIONAL INC.
By: /s/ JIMMY S.H. LEE
-----------------------
Jimmy S.H. Lee
Chairman, Chief Executive
Officer and Trustee
POWER OF ATTORNEY
Each person whose individual signature appears below constitutes and
appoints Jimmy S.H. Lee and R. Ian Rigg, or either of them, as attorneys-
in-fact, with full power of substitution, to execute in the name of and on
behalf of each person, individually and in each capacity stated below, and
to file, any and all amendments to this Registration Statement, including
any and all post-effective amendments.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ JIMMY S.H. LEE President, Chief Executive March 2, 2000
- ------------------------- Officer, Chairman and Trustee
Jimmy S.H. Lee (Principal Executive Officer)
/s/ MICHEL ARNULPHY Trustee March 2, 2000
- -------------------------
Michel Arnulphy
/s/ C.S. MOON Trustee March 2, 2000
- -------------------------
C.S. Moon
Trustee
- -------------------------
Maarten Reidel
/s/ R. IAN RIGG Executive Vice President, March 2, 2000
- ------------------------- Chief Financial Officer,
R. Ian Rigg Secretary and Trustee
(Principal Financial Officer and
Principal Accounting Officer)
Page 3
<PAGE> 4
EXHIBIT INDEX
-------------
Exhibit Number Exhibit
- -------------- -------
4.1 Amended and Restated 1992 Non-Qualified Stock Option
Plan, as amended to date
5.1 Opinion of Heller Ehrman White & McAuliffe (including
consent)
23.1 Consent of Peterson Sullivan P.L.L.C.
24.1 Power of Attorney (included on the signature page of
this Registration Statement)
Page 4
<PAGE> 1
AMENDED AND RESTATED
MERCER INTERNATIONAL INC.
1992 NON-QUALIFIED STOCK OPTION PLAN
This Amended and Restated 1992 Non-Qualified Stock Option Plan (the
"Plan") provides for the grant of options to acquire shares of beneficial
interest ("Shares"), $1.00 par value per share, of Mercer International
Inc. (the "Company"). The non-qualified stock options to acquire Shares
granted pursuant to this Plan are hereinafter referred to as "Options"
and any party to whom an Option is granted under this Plan shall be
referred to hereinafter as an "Optionee".
1. PURPOSE.
The purpose of the Plan is to attract and retain the services of
people with training, experience and ability and to provide additional
incentive to such persons by granting them an opportunity to participate
in the ownership of the Company.
2. SHARES SUBJECT TO THE PLAN.
The Shares subject to this Plan shall be the Company's shares of
beneficial interest, presently authorized but unissued or reacquired by
the Company. Subject to adjustment as provided in Section 8 hereof, the
aggregate amount of Shares to be delivered upon the exercise of all
Options granted under this Plan shall not exceed Three Million Six
Hundred Thousand (3,600,000) Shares, as such Shares were constituted on
the effective date of this Plan, allocated as follows:
(a) to those non-employee Trustees eligible to receive
Options only under the formula established in Section 5.1 hereof,
the number of Shares covered by Options granted hereunder shall not
exceed a total of One Hundred and Thirty Thousand (130,000) Shares;
and
(b) to all other persons eligible to receive Options
under Section 5.2 hereof, the number of Shares covered by Options
granted hereunder shall not exceed a total of Three Million Four
Hundred and Seventy Thousand (3,470,000) Shares.
If any Option granted under this Plan shall expire, be surrendered,
exchanged for another Option, cancelled or terminated for any reason
without having been exercised in full, the unpurchased Shares subject
thereto shall thereupon again be available for purposes of this Plan,
including for replacement Options which may be granted in exchange for
such surrendered, cancelled or terminated Options.
3. EFFECTIVENESS OF THE PLAN.
The Plan was originally adopted by the Company's Board of Trustees
on April 15, 1992, and approved by its shareholders at its annual meeting
held on July 17, 1992. The Plan was amended by the Board of Trustees in
October 1994 and subsequently approved by the shareholders at the
following annual meeting of shareholders of the Company. The Plan was
further amended by the Board of Trustees on May 29, 1997 and approved by
the shareholders at the annual meeting of shareholders held on June 27,
1997. The Plan was further amended by the Board of Trustees on April 30,
1999 and approved by the shareholders at the annual meeting of
shareholders held on July 13, 1999. Such amendments to the Plan are
included in this Amended and Restated Plan.
<PAGE> 2
4. ADMINISTRATION.
4.1 Appointment of Committee. The authority to award options
under the Plan shall be vested in the Board of Trustees of the Company
(the "Board"). Notwithstanding the foregoing, an independent committee
consisting of two or more non-employed Trustees (the "Committee"), each
of whom shall be a Disinterested Trustee (as defined below) shall make
any and all decisions to award options under the Plan to officers of the
Company who are subject to the reporting requirements under Section 16 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
The members of the Committee shall be appointed by the Board for such
term as the Board may determine. The Board may from time to time remove
members from, or add members to, the Committee, and vacancies on the
Committee, however caused, may be filled by the Board; provided, however,
that all members of the Committee shall at all times be Disinterested
Trustees. When acting in its capacity authorized hereunder, the Board or
the Committee are referred to herein as the "Plan Administrator".
For purposes hereof, a Disinterested Trustee is a member of the
Board who meets the definition of "disinterested person" as set forth in
the rules and regulations promulgated under Section 16(b) of the Exchange
Act, as amended from time to time. Currently, a Disinterested Trustee is
a non-employee member of the Board who is not, during the one (1) year
prior to service as an administrator of the Plan, or during such service,
granted or awarded equity securities of the Company pursuant to this Plan
(other than pursuant to Section 5.1 hereof) or any other plan of the
Company or any of its affiliates.
4.2 Power and Authority. The Plan Administrator shall have the
authority, in its discretion, to determine all matters relating to the
Options to be granted under Section 5.2 of this Plan, including selection
of the persons to be granted Options, the number of Shares to be subject
to each Option, the exercise price, the vesting schedule, and all other
terms and conditions of the Options. Grants under Section 5.2 of the Plan
need not to be identical in any respect, even when made simultaneously.
The Plan Administrator may also interpret the Plan; prescribe, amend and
rescind rules and regulations relating to the Plan; amend the Plan from
time to time (subject to the limitations set forth in Section 10); and
make all other determinations necessary or advisable for the
administration of the Plan. The interpretation and construction by the
Plan Administrator of any terms or provisions of this Plan or any Option
issued under Section 5.2 hereof, or of any rule or regulation promulgated
in connection herewith, shall be conclusive and binding on all interested
parties. Notwithstanding anything in this Plan to the contrary, the Plan
Administrator shall exercise no discretion with respect to the terms or
conditions of Options granted under Section 5.1 hereof.
5. GRANTS OF OPTIONS
5.1 Grants to Committee Members.
(a) Eligibility. Options shall be granted under this
Section 5.1 of the Plan to each non-employee Trustee on the last day of
each of the Company's fiscal years ("Eligibility Date"), commencing
December 31, 1992, while this Plan is in effect; provided, however, that
only non-employee Trustees who have served on the Board at least three
months prior to the last day of the applicable fiscal year shall be
eligible to receive a grant of Options under this Section 5.1.
(b) Number of Shares; Exercise Price. Subject to the
overall limit on Shares covered by Options to be granted to non-employee
Trustees set forth in Section 2(i), on each Eligibility Date, each non-
employee Trustee shall be granted Options to acquire Six-Thousand (6,000)
Shares. The exercise price ("Exercise Price") of such Options shall be
the last sale price of the Company's Shares on the Eligibility Date on
the NASDAQ National Market System or on such other national exchange or
association which at the date of grant is the primary market for trading
of the Company's Shares. If the Eligibility Date is a day when the
primary market for trading of the Company's Shares is not open, the
Eligibility Date shall be the nearest previous day of trading in the
Company's Shares.
<PAGE> 3
(c) Duration of Options. Except as provided in Section
7 below, each Option granted under this Section 5.1 shall continue in
effect for a period of fifteen (15) years following the date of grant.
(d) Limits on Amendments. The provisions of this Section
5.1 shall not be amended more than once every six months, other than to
comport with changes in the Internal Revenue Code of 1986, as amended,
the Employee Retirement Income Security Act of 1974, as amended, or the
rules thereunder.
5.2 Grants to Other Persons.
(a) Eligibility. Options may be granted under this
Section 5.2 only to persons who, at the time the Option is granted, are
employees, officers, and trustees or directors who are employees of the
Company or any of its subsidiary corporations as determined in the
discretion of the Plan Administrator. Options granted hereunder shall
be in such amount annually without restriction as determined by the Plan
Administrator.
(b) Exercise Price. The Exercise Price per Share of
each Option granted under this Section 5.2 shall be determined without
restriction by the Plan Administrator, and may be greater or less than
the fair market value per share of the Company's shares of beneficial
interest at the time the Option is granted.
(c) Duration of Options. Except as provided in Section 7
below, the term of each Option granted under this Section 5.2 shall be as
established by the Plan Administrator, and if not so established, shall
be fifteen (15) years.
(d) Other Terms. The Plan Administrator in its sole
discretion may establish other terms and conditions for the exercise of
the granted Options. The terms of the grant of an Option may be set
forth in a written stock option agreement between the grantee and the
Company.
6. EXERCISE OF OPTION
6.1 Exercise. Each Option granted pursuant to Section 5.1 shall
be exercisable in whole or in part immediately upon the grant thereof.
Each Option granted pursuant to Section 5.2 shall prescribe the terms and
conditions, if any, on which such Option or portions thereof shall become
exercisable, as determined by the Plan Administrator. The Plan
Administrator, in it absolute discretion, may waive or accelerate any
vesting requirement contained in outstanding Options granted pursuant to
Section 5.2. Notwithstanding the foregoing, no fewer that one hundred
(100) Shares (or the remaining Shares then purchasable under the Option,
if less than 100 Shares) may be purchased upon any exercise of any Option
rights hereunder and only whole Shares will be issued pursuant to the
exercise of any Option. Options shall be exercised by delivery to the
Company of written notice from the Optionee, specifying the number of
Shares as to which the Optionee desires to exercise the Option, and the
date on which the Optionee desires to complete the transaction. In
addition, unless in the opinion of counsel for the Company such a
representation is not required in order to comply with the Securities Act
of 1933, as amended, such notice shall contain a representation that it
is the Optionee's intention to acquire the Shares for investment and not
with a view to, or in connection with, any distribution thereof.
6.2 Payment of Exercise Price. On or before the date specified
for completion of the purchase of Shares pursuant to an Option, the
Optionee must have paid the Company therefor the full Exercise Price of
said Shares (i) in cash, (ii) in previously acquired Shares of the
Company having a fair market value on the date of exercise equal to the
Exercise Price, or (iii) a combination of cash and previously acquired
Shares; provided, however, that payment in Shares held by an Optionee
subject to Section 16(b) of the Exchange Act shall not be made unless the
Shares shall have been owned by the Optionee for a period of at least six
(6) months. At the election of the Optionee, the exercise of an Option
may be made by simultaneous and successive exercise of the Option
(referred to as "pyramiding") and in such event, actual delivery and
issuance of Shares shall not be required but may be effected through
bookkeeping entries in the Company's records and the Optionee shall be
issued new
<PAGE> 4
certificates for the net Shares obtained. No Shares shall be issued until
full payment therefor has been made and an Optionee shall have none of
the rights of a shareholder until Shares are issued to such Optionee.
6.3 Withholding Tax Requirements. The Company shall have the
right to retain and withhold from any payment of cash or Shares under the
Plan the amount of taxes required by any government to be withheld or
otherwise deducted and paid with respect to such payment. At its
discretion, the Company may require an Optionee receiving Shares to
reimburse the Company for any such taxes required to be withheld by the
Company and withhold any distribution in whole or in part until the
Company is so reimbursed. In lieu thereof, the Company shall have the
right to withhold a number of Shares having a market value not less than
the amount of such taxes required to be withheld by the Company to
reimburse the Company for any such taxes and cancel (in whole or in part)
any such Shares so withheld. If required by Section 16(b) of the
Exchange Act, the election to pay withholding taxes by delivery of Shares
held by any person who at the time of exercise is subject to Section 16(b)
of the Exchange Act, shall be made within six (6) months prior to the date
the Option exercise becomes taxable or during the quarterly 10-day window
period required under Section 16(b) of the Exchange Act for exercises of
stock appreciation rights.
6.4 Payment of Taxes by Company. Notwithstanding the provisions
of Section 6.3 above, the Plan Administrator may agree to require the
Company to pay any issuance or transfer taxes on Shares issued pursuant
to the exercise of an Option under this Plan.
6.5 Nonassignability. Options granted under this Plan and the
rights and privileges conferred hereby may not be transferred, assigned,
pledged or hypothecated in any manner (whether by operation of law or
otherwise) other than by the applicable laws of descent and distribution,
and shall not be subject to execution, attachment or similar process.
Any attempt to transfer, assign, pledge, hypothecate or otherwise dispose
of any Option under this Plan or of any right or privilege conferred
hereby, contrary to the provisions of this Plan, or the sale or levy or
any attachment or similar process upon the rights and privileges conferred
hereby shall be null and void. Notwithstanding the foregoing, an Optionee
may during the Optionee's lifetime, designate a person who may exercise
the Option after the Optionee's death by giving written notice of such
designation to the Plan Administrator. Such designation may be changed
from time to time by the Optionee by giving written notice to the Plan
Administrator revoking any earlier designation and making a new
designation.
7. TERMINATION OF SERVICE, DISABILITY AND DEATH.
7.1 General. If the employment or service of an Optionee by the
Company or its subsidiaries shall terminate by reason of retirement,
disability or failure to be re-elected (collectively, "termination"), the
Option may be exercised by the Optionee at any time prior to the
expiration of ninety (90) days after the date of such termination (unless
by its terms the Option sooner terminates or expires), but only if and to
the extent the Optionee was entitled to exercise the Option at the date
of such termination. For the purposes of this Plan, an Optionee will be
considered to be disabled if the Optionee is unable to engage in any
substantial gainful activity by reason of any medically determinable
mental or physical impairment which can be expected to result in death or
which has lasted or can be expected to last a continuous period of not
less than twelve (12) months.
7.2 Death. In the event of the death of an Optionee while in the
employ or service of the Company or a subsidiary, the Option may be
exercised at any time prior to the expiration of one (1) year after the
date of such death (unless by its terms the Option sooner terminates and
expires), but only if and to the extent the Optionee was entitled to
exercise the Option at the date of such death and only by the person or
persons to whom such Optionee's rights under the Option shall pass by the
Optionee's will or by the laws of descent and distribution of the state
or country of the Optionee's domicile at the time of death.
7.3 Termination for Cause. If the Optionee's employment or
service with the Company is terminated for cause, any Option granted
hereunder shall automatically terminate as of the first advice or
discussion thereof, and such Optionee shall thereupon have no right to
purchase any Shares pursuant to such Option. "Termination for
<PAGE> 5
Cause" shall mean dismissal for dishonesty, conviction or confession of
a crime punishable by law (except minor violations), intoxication while at
work, fraud, misconduct or disclosure of confidential information.
7.4 Waiver or Extension of Time Periods. The Plan Administrator
shall have the authority, prior to or within the time periods specified
in this Section 7 for the exercise of any Option granted under Section
5.2 hereof, to extend or waive any such time period (but not beyond the
expiration of the term of such Option) or to accelerate or remove any
vesting conditions. In addition, the Plan Administrator may extend,
reduce or eliminate the time periods specified in this Section 7. The
foregoing discretionary authority shall not apply to any Option granted
under the formula set forth in Section 5.1 hereof.
7.5 Termination of Options. To the extent that the Option of any
deceased employee, officer, trustee or director whose employment or
service is terminated shall not have been exercised within the limited
periods prescribed in this Section 7, all further rights to purchase
Shares pursuant to such Option shall cease and terminate at the expiration
of such period.
8. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.
8.1 Adjustments. The number of Shares subject to options granted
under the Plan shall be adjusted as follows:
(a) in the event that the outstanding Shares are changed
by any stock dividend, stock split or combination of shares, the
number of Shares subject to the Plan and to Options granted under
the Plan shall be proportionately adjusted;
(b) except as provided in subsection (d), in the event of
any merger, consolidation or reorganization of the Company with any
other corporation or corporations, there may be substituted on an
equitable basis as determined by the Plan Administrator, for each
Share then subject to the Plan, whether or not at the time subject
to outstanding options, the number and kind of shares of stock or
other securities or other property (including cash) to which the
holders of Shares of the Company will be entitled pursuant to such
transaction;
(c) in the event of any other relevant change in the
capitalization of the Company, the Plan Administrator shall provide
for an equitable adjustment in the number of shares then subject to
the Plan, whether or not then subject to outstanding options. In
the event of any such adjustment, the purchase price per share shall
be proportionately adjusted; and
(d) notwithstanding the foregoing provisions of this
Section 8, upon the dissolution of the Company, or upon any merger
or consolidation of the Company:
(i) the surviving corporation (whether the
Company or otherwise) shall agree to exchange options to
purchase its shares of stock for options granted under the
Plan, on terms fairly reflecting the terms of the merger or
consolidation; or
(ii) all vesting schedules, repurchase rights and
obligations, and other terms and conditions applicable to
Shares granted under this Plan shall be eliminated, and all
options granted under the Plan shall terminate and thereupon
become null and void; provided, however, that the Optionee
shall have the right, immediately prior to such dissolution,
merger or consolidation, to exercise any such option without
regard to any otherwise applicable restriction as to time of
exercise, other than expiration of the Option Period; or
(iii) the Plan Administrator shall make such other
arrangements, which may include termination of outstanding
options against payment therefor, as the Plan Administrator
may at the time deem fair and equitable in its discretion.
<PAGE> 6
9. SECURITIES REGULATION.
Shares shall not be issued with respect to an Option granted under
this Plan unless the exercise of such Option and the issuance and
delivery of such Shares pursuant thereto shall comply with all relevant
provisions of law, including, without limitation, any applicable state
securities laws, the Securities Act of 1933, as amended, the Exchange Act,
the rules and regulations promulgated thereunder, and the requirements of
any stock exchange upon which the Shares may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to
such compliance, including the availability of an exemption from
registration for the issuance and sale of any Shares hereunder. Inability
of the Company to obtain from any regulatory body having jurisdiction,
the authority deemed by the Company 's counsel to be necessary for the
lawful issuance and sale of any Shares hereunder or the unavailability
of an exemption from registration for the issuance and sale of any
Shares hereunder shall relieve the Company of any liability in respect
of the nonissuance or sale of such Shares as to which such requisite
authority shall not have been obtained.
As a condition to the exercise of an Option, the Company may require
the Optionee to represent and warrant at the time of any such exercise
that the Shares are being purchased only for investment and without any
present intention to sell or distribute such Shares if, in the opinion of
counsel for the Company, such a representation is required by any
relevant provision of the aforementioned laws. At the option of the
Company, a stop-transfer order against any Shares may be placed on the
official stock books and records of the Company, and a legend indicating
that the Shares may not be pledged, sold or otherwise transferred unless
an opinion of counsel is provided (concurred in by counsel for the
Company) stating that such transfer is not in violation of any applicable
law or regulation, may be stamped on certificates representing the Shares
in order to assure exemption from registration. The Plan Administrator
may also require such other action or agreement by the Optionee as may
from time to time be necessary to comply with the federal and state
securities laws. THIS PROVISION SHALL NOT OBLIGATE THE COMPANY TO
UNDERTAKE REGISTRATION OF THE OPTIONS OR SHARES HEREUNDER.
10. AMENDMENT AND TERMINATION.
10.1 Board Action. Except as provided in Section 5.1(d), the
Board may at any time suspend, amend or terminate this Plan; provided,
however, that except as set forth in Section 8, the approval of the
holders of a majority of the Company's outstanding Shares is necessary
within twelve (12) months before or after the adoption by the Board of
any amendment which will:
(a) increase the number of Shares which are to be
reserved for the issuance of Options under this Plan;
(b) permit the granting of Options to a class of persons
other than those presently permitted to receive Options under this
Plan; or
(c) require shareholder approval under applicable law,
including Section 16(b) of the Exchange Act.
10.2 Automatic Termination. The Plan shall continue in effect
until the earlier of (a) fifteen (15) years from the date of the first
grant of Options hereunder or (b) the termination of the Plan by Action
of the Board. No Option may be granted after such termination or during
any suspension of this Plan. The amendment or termination of this Plan
shall not, without the consent of the Option holder, alter or impair any
rights or obligations under any Option theretofore granted under this
Plan.
<PAGE> 1
HELLER EHRMAN WHITE & McAULIFFE LLP
March 2, 2000
Board of Trustees
Mercer International Inc.
Burglistrasse 6
8002 Zurich, Switzerland
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
This opinion is furnished to Mercer International Inc., a
Massachusetts trust organized under the laws of the State of Washington
(the "Company") in connection with the filing of a Registration Statement
on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission under the Securities Act of 1933, as amended,
relating to the proposed sale by the Company of up to 1,600,000
additional shares (the "Shares") of common stock, par value $1.00 per
share (the "Common Stock"), issuable by the Company upon the exercise of
options (the "Options") granted pursuant to the Company's Amended and
Restated 1992 Non-Qualified Stock Option Plan (the "Plan").
We have based our opinion upon our review of the following records,
documents, instruments and certificates:
(a) the Restated Declaration of Trust of the Company, as amended;
(b) the Trustees' Regulations of the Company;
(c) records certified to us by an officer of the Company as
constituting all records of proceedings and of actions of the
Board of Trustees and shareholders relating to the adoption of
the Plan and the reservation of the Shares for issuance pursuant
to the Plan;
(d) information provided by the Company's transfer agent as to the
number of shares of Common Stock outstanding as of February 29,
2000;
(e) the Plan.
<PAGE> 2
In connection with this opinion, we have, with your consent, assumed
the authenticity of all records, documents and instruments submitted to
us as originals, the genuineness of all signatures, the legal capacity of
natural persons and the authenticity and conformity to the originals of
all records, documents and instruments submitted to us as copies. We
have also assumed the valid existence and authorization of the Company
under the law of the State of Washington on the date of issuance of the
Shares.
This opinion is limited to the laws of the State of Washington. We
disclaim any opinion as to any statute, rule, regulation, ordinance,
order or other promulgation of any other jurisdiction or any federal,
regional or local governmental body.
Based upon the foregoing and our examination of such questions of
law as we have deemed necessary or appropriate for the purpose of this
opinion, and subject to the assumptions and qualifications expressed
herein, it is our opinion that the reservation for issuance of the Shares
upon the exercise of the Options has been duly authorized and upon payment
of the purchase price for the Shares and issuance and delivery of the Shares
pursuant to the terms of the Plan, the Shares will be validly issued, fully
paid and non-assessable.
Our opinion is qualified to the extent that in the event of a stock
split, share dividend or other reclassification of the Common Stock
effected subsequent to the date hereof, the number of shares of Common
Stock issuable under the Plan may be adjusted automatically, as set forth
in the terms of the Plan, such that the number of such shares, as so
adjusted, may exceed the number of Company's remaining authorized,
but unissued shares of Common Stock following such adjustment.
This opinion is rendered to you in connection with the Registration
Statement and is solely for your benefit. This opinion may not be relied
upon by you for any other purpose, or relied upon by any other person,
firm, corporation or other entity for any purpose, without our prior
written consent. We expressly disclaim any obligation to advise you of
any change of law that occurs, or any facts of which we become aware,
after the date of this opinion.
We hereby authorize and consent to the use of this opinion as
Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Heller Ehrman White & McAuliffe LLP
HELLER EHRMAN WHITE & McAULIFFE LLP
<PAGE> 1
CONSENT OF PETERSON SULLIVAN P.L.L.C.
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 12, 1999, which appears
on page 29 of the Annual Report on Form 10-K for the year ended December
31, 1998, of Mercer International Inc.
/s/ Peterson Sullivan P.L.L.C.
PETERSON SULLIVAN P.L.L.C.
Seattle, Washington
March 1, 2000
